Full opinion text
ORDER GRANTING DEFENDANT’S MOTION FOR SUMMARY JUDGMENT; ADMINISTRATIVELY CLOSING CASE ALAN S. GOLD, District Judge. THIS CAUSE is before the Court on Defendant’s Motion for Summary Judgment [DE 260], filed October 10, 2007. The parties have filed a Response [DE 293], a Reply [DE 307], and individual statements of undisputed facts [DE 276, 287, 308, & 309]. In addition, since this case involves issues which may be governed by Panamanian law, the parties have submitted affidavits of their respective Panamanian Law Experts. On January 8, 2008, I held an evidentiary hearing pursuant to Federal Rule of Civil Procedure 44.1 to resolve disputed issues raised by the competing affidavits. Following oral argument on the subject motion, which was held on January 18, 2008, the parties filed supplemental briefs [DE 338, 364], affidavits [DE 344] and other supporting documents [DE 343, 345, 346]. Having reviewed the record, the parties’ arguments and the relevant case law, I conclude that Defendant’s Motion for Summary Judgement should be granted as to all counts of Plaintiffs complaint. I.Factual Background A. Undisputed Facts The following material facts are undisputed and supported by evidence in the record: 1. Plaintiff Pycsa Panama, S.A. (“Pycsa”) is a Panamanian entity headquartered in Panama City, Panama. (Defendant’s Statement of Undisputed Facts, DE 276 at p. 1; Jan. 18, 2008 Hr’g Tr.). 2. Pycsa has two corporate sisters: Constructora Vial (“Vial”) and Autovías BS (“Autovías”). (Id). 3. The three corporate sisters exist under the laws of Panama, and share an office in Downtown Panama City. (Id). The companies exist solely to build and operate the Panama tollway project: Pycsa acts as the concessionaire, Vial acts as the general contractor, and Autovías operates the completed portions of the tollway. (Defendant’s Statement of Undisputed Facts, DE 276 at p. 3, & n. 7). 4. Pycsa International, a Cayman-incorporated company, acts as a holding company for the three corporate sisters. (Id at n. 1). Grupo Pycsa, a Mexican corporation, is the corporate parent. (Id at p. 1). 5. Defendant Tensar Earth Technologies, Inc. (“Tensar”) is a corporation existing under the laws of the State of Georgia, with its principal place of business in Atlanta, Georgia. (Compl. at ¶ 3; Answer at ¶ 2; DE 267 at p. 8, & n. 14). Tensar has been registered to conduct business in Florida since 1997, and its products have been used on projects throughout the State of Florida. (Id). 6. Tensar holds the worldwide patents for the Mesa mechanically structured earth retention systems or retaining walls (“Mesa Wall System” or “Mesa Walls”), and the Tensar Geogrid. (DE 276 at p. 8). 7. Tensar sells its products and retaining wall system through an international network of distributors and licensees. Id. 8. Fundaciones, S.A. (“Funsa”) is a Panamanian construction company devoted to the design and construction of foundations, geotechnical work, various kinds of pillars, walls, erosion control, bridge construction, and deep well digging. (DE 276 at p. 7). 9. Funsa has been in business since 1972, and does 99% of its work is in Panama. (Id. at p. 7, & n. 11). It has also done work in Costa Rica and the Dominican Republic. (Id.). B. The Mesa Wall System 10. The Mesa Wall System, designed by Tensar, has several components: blocks, geogrids, connectors, and soil. (Compl. at ¶; Defendant’s Motion for Summary Judgement, DE 277 at p. 8). Tensar manufactures, in Georgia, the “geogrids” utilized in the construction of the Mesa Wall System. (DE 276 at p. 8). 11. The “block” is the structure used to build the Mesa Wall System. (Jan. 18, 2008 Hr’g Tr.). The top layer of the block is called the “cap.” (Id.). 12. The blocks used in the bridge abutments at issue in this case were manufactured by a non-party Panamanian company, Multiblock, S.A. (“Multiblock”), in Panama, and purchased by Vial and Pycsa directly from Multiblock, in Panama. (DE 330; Jan. 18, 2008 Hr’g Tr.). 13. To manufacture the blocks, Multiblock used a mold Funsa had previously purchased from Tensar. (Jan. 18, 2008 Hr’g Tr.). The mold had been designed by Tensar and Pronique, a Canadian Company. (Id.). Tensar bought the mold and used it in connection with unrelated projects in Florida. (Id.). 14. In 1996, Funsa bought the mold from Tensar. (Id.). 15. Funsa and Multiblock used this mold in Panama to manufacture the blocks that were used in connection with the Mesa Wall at issue. (Id.). 16. At the time the mold was designed by Tensar and Pronique, the current dual system of “standard” and “high performance” Tensar blocks and connectors had not been developed. (Id,.). This mold, which the parties agree was used to manufacture the blocks used in the subject bridge abutments, was originally designed to create a block that does not fit the current description of either a “standard” or a “high performance” block — the parties have referred to these blocks as “hybrid blocks.” (Jan. 18, 2008 Hr’g Tr.). 17. The “geogrids” are manufactured by Tensar in a manufacturing plant located in Georgia. (Jan. 18, 2008 Hr’g Tr.). I infer in Plaintiffs favor for purposes of summary judgment that Tensar designed the geogrids in Georgia. 18. The “connectors” are manufactured by third parties in various locations, including Canada. (Jan. 18, 2008 Hr’g Tr.). Post-manufacture, the connectors are sent to Tensar in Georgia. (Id.). Tensar sells the connectors, from Georgia, as its product. (Id.). It is unknown who designed the connectors, although for summary judgment purposes, I infer that Tensar designed the connectors in Georgia, including the more recent dual system of standard and high performance connectors. 19. The Mesa Wall System, as a whole, was designed by Tensar in Georgia. (License Agreement, DE 278 at Ex. T). C. The Funsa-Tensar Agreements 20. Funsa first interacted with Tensar in the early 1980s when Funsa purchased Tensar geogrids for an unrelated sanitary landfill project. (DE 278 at n. 15). 21.On August 3, 1995, Funsa and Tensar entered into an exclusive Product Distribution Agreement giving Funsa the right to promote and sell Tensar’s products in Panama. (Id. at p. 8). 22 Under the terms of the Distribution Agreement, Tensar agreed to provide Funsa — -at Tensar’s sole discretion — with reasonable product management, sales administration, marketing materials, customer service and training support. (DE 276 at p. 8; DE 278 Ex. S at ¶ 6). The training would be provided at Tensar’s home offices in Atlanta, Georgia. (Id.). 23. Relevant parts of the Distribution Agreement provide that: (1) nothing in the agreement shall make Funsa an agent, representative or partner of Tensar; (2) nothing in the agreement shall create any liability of Tensar to, or privity of Tensar with, any customers of Funsa or its partners; and, (3) the agreement is governed by the laws of the State of Georgia, and the parties agree to personal jurisdiction in Georgia. (Id. at Ex. S at ¶¶ 10.1, 10.2, & 10.3). 24. On August 18, 1995, Funsa and Tensar executed a separate licensing agreement. (License Agreement, DE 278 at Ex. T). The licensing agreement acknowledges that Tensar has developed a proprietary concrete modular block retaining wall system consisting of molded concrete block units, caps, anchored structural connection devices and Tensar geogrid. (Id.). 25. The licensing agreement, among other things, grants Funsa the right to use Tensar’s: (1) proprietary product designs and specifications for manufacturing blocks; (2) installation methods, procedures and specifications; (3) marketing and sales techniques; and, (4) Tensar’s Mesa trademark solely for the purposes of manufacturing “blocks” and marketing, selling and installing the components of the Mesa Wall System, all within Panama. (Id. at ¶ 1). 26. The licensing agreement also makes Funsa responsible for advertising, marketing, promoting and selling Tensar’s products and the Mesa Wall System at Funsa’s own expense. (Id. at ¶ 3.1). Under its terms, Funsa is responsible for arranging the manufacturing of the molds; Funsa may retain an agent to manufacture the blocks and caps. (Id.). 27. Tensar agreed to provide limited training and assistance to help Funsa develop and implement its marketing program. (Id.). At Tensar’s sole discretion and Funsa’s expense, Tensar would provide additional assistance, including engineering and technical advice on specific projects. (Id.). 28. According to the licensing agreement, Funsa is an independent contractor and neither party will be liable for the liabilities of the other party or its employees. (Id. at ¶ 8.6). 29. The licensing agreement includes a Forum Selection Clause which provides that the agreement, and disputes arising from it, are governed by the laws of the State of Georgia. (Id. at ¶ 8.2). D. The Tollway Project (The Concession and Design) 30. In 1994, the Republic of Panama, through the Ministry of Public Works (the “MOP”) bid the concession for an integrated toll road system, described as a “ring around Panama City.” (DE 276 at p. 2). 31. On December 29, 1994, the MOP entered into a contract with Pycsa to “design, build, maintain, operate and exploit each of the component sections ...” of the tollway project. (Id.). 32. The tollway project has two components: the Panama-Colon Highway and the Northern Corridor. (Id.). The Panama-Colon Highway, in turn, has two segments: a 14 kilometer road from Panama to Madden; and a 40 kilometer road from Madden to Colon. (Id.). The Northern Corridor likewise has two segments: Phase I is a 13 kilometer road from Al-brook to Tinajitas; and Phase II is a 14.5 kilometer road from Tinajitas to Tocumen. (Id.). Phase II includes the site of La Palmita, the bridge abutment at issue in this litigation. (Id. at p. 4). 33. The Concession Contract between Pycsa and the MOP provides, among other things, that in exchange for building and operating the toll roads, Pycsa received the exclusive right to collect all tolls for a period of 30 years, or until it recovered its project investment plus a pre-determined profit. (Id. at p. 2 & 3). At that point, operation of the roadway would revert back to the MOP. (Id. at p. 3). 34. The Concession Contract makes Pycsa responsible for designing the course of the roadways and delivering design plans to the MOP. (Id.). 35. The Concession Contract acknowledges that Pycsa furnished Vial with the design of the tollway, and that Vial is to rely exclusively on Pycsa’s design to obtain information regarding “[g]eotechnicaI, surface, underground, hydrological, climate and environmental conditions at and near the Job Site.” (DE 278, Ex. F at ¶ 2.3). 36. On June 30, 1999, Pycsa and the MOP added Phase II of the Northern Corridor to the Concession Contract through an addendum. (DE 276 at p. 4; DE 278 at Ex. D). The addendum reiterated that Pycsa was responsible for the design of Phase II, and that the design had to be developed and approved in order to ascertain the alignment and the corresponding acquisition of the right-of-way. (DE 276 at p. 4). 37. Pycsa and the MOP initially agreed that Phase II would take 48 months to build and set an estimated completion date of December 1, 2003. (Id. at 5). 38. On December 3, 2001, however, the MOP sent Pycsa a letter acknowledging that unforeseen setbacks in acquisition of the easement had hindered startup of the work, and agreed to divide completion of Phase II into three segments, with the first segment to begin operation on December 1, 2003, the second segment on December 1, 2004, and the third segment on December 1, 2005. (DE 278 at Ex. M). 39. Construction of the first segment of Phase II, consisting of a 4.5 kilometer segment from Tinajitas to El Golf, was not completed by the December 1, 2003 deadline. (DE 276 at p. 5 & 6). Problems included opposition by local residents, which at one point stopped all work on Phase II, (DE 278 at Ex. N, & O), and clearing of the right-of-way, (DE 276 at p. 6). E. The Pycsa-Vial Construction Contract 40. On October 6, 1997, Pycsa entered into a Construction Contract with Vial under which Vial became obligated for the construction of the tollway system. (Id.). The Pycsa/Vial Construction Contract made Vial solely and fully responsible for the construction methods, coordination of all work, and proper performance of all work. (Id. at p. 3 & 4). The Contract was executed in Panama. (Jan. 18, 2008 Hr’g Tr.). 41. Under the terms of the Construction Contract, Vial shall, “on its own or as agent of [Pycsa], obtain the Parts and materials, including the ordering thereof, arrangements for delivery, customs clearance, inspection and acceptance or rejection.” (Pycsa/Vial Construction Contract, DE 278, Ex. F at ¶2.2). The materials Vial was responsible for purchasing included the fill material and the Tensar products used in the Mesa Wall System. (DE 276). 42. The Construction Contract restricts Vial’s liability to Pycsa for late construction, and further limits the damages each may recover from the other. (Id.). It further provides that the agreement is governed by the laws of Panama. (DE 278 at Ex. F). 43. Vial began construction of Phase I of the Northern Corridor on or around June 30, 1995. (DE 276 at p. 4). Phase I was completed on March 15, 1998, approximately one month behind schedule. (Declaration of A. Angueira, DE 292 at Ex. 19). 44. Vial hired Funsa during the construction of Phase I for the manufacture of beams, small slabs, and casting and driving piles. (DE 276 at p. 7; Abed Depo., DE 269-2 at 49:13-24). Tensar was not involved in Phase I of the project. Tensar products were not used in Phase I of the project. 45. The Pycsa/Vial Construction Contract does not specifically reference Phase II of the Northern Corridor. (Id.). Instead, when construction of Phase II began, Pycsa and Vial entered into a verbal agreement regarding its construction. (Id.). 46. From the pleadings and record evidence, it is unclear which individuals from Pycsa and Vial entered into this verbal agreement and what the terms of the verbal agreement were. However, at the Jan. 18, 2008 hearing, Pycsa’s counsel acknowledged that Pycsa and Vial did enter into a verbal agreement which contained the same terms and agreements related to construction issues and the scope of the work and duties of each party as the agreement for Phase I. (Jan. 18, 2008 Hr’g Tr.). However, the verbal agreement differed from Phase I in that there was no bond financing for Phase II. (Id.). F. The Funsa-Vial Construction Contract 47. Sometime in 2002, Vial and Funsa began to initially discuss the construction of bridge abutments for Phase II of the Northern Corridor. (Id. at p. 7). 48. On October 3, 2002, Vial hired Funsa as its own subcontractor “to perform the construction of the bridge walls corresponding to the project known as the North Corridor, Phase II, as well as to provide the supervision, labor, tools, materials and equipment necessary for the proper execution of all the jobs.” (Funsa/Vial Professional Services Contract, DE 278 at Ex. U). The work included the installation of wall faces, extension of the reinforcing grid and placement of the filtering fill. (DE 276 at p. 9). Although the Contract does not mention the Mesa Wall System, it is undisputed that the parties agreed to utilize this system in the construction of the bridge abutments. (Id.). 49. According to the agreement, Funsa agreed to build five bridge walls located in the extension of the North Corridor, Phase II, at: Martin Luther King Avenue; La Fula Street; La Palmita Street; Second Avenue in Torrijos; and, Third Avenue in Torrijos. (DE 278 at Ex. U). The approximate cost for construction for these walls was $212,108.95 USD. (Id., ¶ 1). The contract also included warranty and fine clauses in the event of a breach. (DE 278 at Ex. U at ¶ ¶ 6 & 12). 50. The Contract contains forum selection and choice-of-law clauses, which provide that any claim that arises between the parties in conjunction with the contract shall be submitted to the Courts of the Republic of Panama, and be resolved in accordance with Panamanian law. (Id., ¶ 13). 51. On May 5, 2003, Vial and Funsa executed Addendum No. 1 to their previous Contract. (DE 278 at Ex. U). In the Addendum, Funsa agreed to build expansions and new bridge walls in the following locations: La Fula, La Palmita, and Tinajitas. (Id.). G. The Tensar-Vial Business Interactions 52. On January 10, 2003, Vial obtained a letter of credit from Banco Atlántico in Miami in favor of Tensar to purchase component parts of the Mesa Wall System. (DE 276 at Ex. A). 53. In accordance with the Pycsa-Vial Construction Contract and the Vial-Funsa Contract, Vial placed several “purchase orders” directly with Tensar for the purchase of Tensar geogrids and connectors to be used in connection with the Mesa Walls used in the bridge abutments. These purchase orders were received by Tensar in Georgia. (DE 276 at p. 10); (McDuffie Aff., DE 278-24); (Joint Notice of Compliance, DE 330). 54. Tensar filled the orders and shipped the component parts from Georgia to Vial in Panama. At approximately the same time of shipment of the component parts, Tensar mailed Vial an “Original Invoice” and a “Remittance Copy” of the shipped parts. (DE 330; Jan. 18, 2008 Hr’g Tr.). 55. The invoices sent to Vial set forth various terms and conditions, including Tensar’s written product warranty and limitations of liability. (Id. at p. 10). 56. The limitation of liability found in the invoices provides: “The Seller [Tensar] shall not be liable in any circumstances whatsoever for loss or damage of any kind suffered to or by any third party however caused unless the same shall relate to personal injury or death arising out of the Seller’s [Tensar] negligence and the Purchaser [Vial] shall indemnify and keep safe and harmless the Seller from and against all claims for damage, loss or expense of whatsoever nature by any person, or entity other than the Purchaser howsoever arising whether in negligence or otherwise.” (See Joint Notice of Compliance, DE 330). Tensar mailed the Original Invoice and Remittance Copy to Vial, its customer. (Id.). There is no evidence, not even an allegation, that Vial objected to the additional terms and conditions. 57.Other “Conditions of Sale” in the back of Tensar’s invoices include: a. a choice-of-law clause which provides that the agreement shall be governed by the laws of the State of Georgia, and under which Vial agreed to submit to the jurisdiction of the State of Georgia; b. an “Inspection and Condition of the Product” clause providing that “[t]he Purchaser [Vial] shall carefully examine the Product on receipt of the same and shall be [sic] telegram or telefax to be received by the Seller [Tensar] within 2 days [sic] of receipt of the Products ... If no such notice is received ... the Seller shall be discharged from all liability in respect of such defects or short, or over delivery”; c. a “limited warranty” clause, which provides that the Seller warrants that the Products supplied will be of good and workmanlike quality manufactured in accordance with applicable specifications. This limited warranty is in lieu of all other warranties, expressed or implied by operation of law; d. in addition, under the terms of the agreement, Tensar will not be hable for any consequential or incidental damages arising from the use of its product.; e. finally, if the Product does not conform to the provisions of the limited warranty, or if Tensar is liable as a result of the sale, handling or use of the Product, Vial’s exclusive remedy is the repayment of the purchase price or, at the Seller’s option, replacement of the non-conforming goods. 58.The parties have agreed, and the record evidence demonstrates, that Vial began placing orders for Tensar geogrids and connectors, directly from Tensar in Georgia, as early as June 7, 2002 — predating the execution of the Vial-Funsa contract and prior to the creation of the final design plans. 59. Eduardo Parajon, Tensar’s General Manager of Sales in Latin and Central America testified that he flew to Panama and met with Funsa and Vial in January 2002. The purpose of the meeting was to sell geogrid. (Parajon Depo., p. 65). 60. On January 27, 2002, following the meeting in Panama between Parajon, and Eduardo Abed, Engineer and Construction Director for Vial, in which a proposal to build the walls in the Northern Corridor was discussed, Parajon sent an email that stated the following: a series of walls and/or slopes along a major highway construction project. Pycsa of Mexico is the contractor. We explained to Eduardo Abed, Director of Construction, and Oscar Delgado, Business Development Manager, some of the options that we can offer, steepened slopes, wrapped face walls, Mesa or a combination of them. They will use geotextile reinforced walls or ours, depending on price, conditions, etc. The designs are being done by Ingenieros Geoteenicos, and we visited them the following day. This project could result in sales above $600,000. (DE 292; Jan. 18, 2008 Hr’g Tr.). 61. On May 12, 2002, Parajon wrote an email stating: Fundaciones is in the final stretch in their negotiations with Pycsa for the slopes and walls of the [North Corridor]. Coco Ross [Funsa’s manager] specifically asked me to come to Panama on Monday 18 and try to close the deal on Tuesday or Wednesday. As you know, we are competing against woven geotextiles from Paveo in Colombia, as well as against Tenax, also distributed by Paveo in Colombia. Rodrigo [Valencia, a Project Manager in Tensar’s International Division] was doing some final calculations and double checking on some design aspects for me to present to Pycsa during my visit. 62. On May 14, 2002, Parajon hand delivered, in Panama, a letter to Abed. (Jan. 28, 2008 Hr’g Tr.). The letter references the “Reinforced Walls of the North Corridor Second Phase,” and contained an attached proposal to “supply geomesh, design and technical support” for Phase II of the Northern Corridor. The letter further stated that the prices did not include the cost of the “blocks” or any other facade, and that those prices would be provided by Funsa “in its capacity as representative of Tensar” in Panama. The proposal required that Vial obtain an irrevocable letter of credit and that the quotation was effective until June 30, 2002. There is no record evidence that Vial and Tensar entered into a contract under the terms of the proposal. 63.On May 19, 2002, Mr. Parajon wrote an email indicating that he had visited Panama “trying to close two important projects, Cuatro Altos and [North Corridor].” The email further states that: Also in Panama Coco Ross and I met with Eduardo Abed, project manager of the [North Corridor] project to try to close the deal for the slopes and walls on this project. As you know, Paveo of Colombia, with woven geotextiles and Tenax grids as a second option, was trying to win this project based on very low prices ... We went through a series of designs until we were able to optimize them and as of my last meeting with Eduardo Abed, we shook hands on our proposal, both for the walls as well as the slopes. While I do not feel that this is over ..., I believe that we have a very good chance to get the walls and even better one to get the slopes ... I am saying this not only because we shook hands on it, Eduardo Abed gave me a diskette with all the sections in order to do the final designs. (DE 292; DE 287 at ¶ 18). 64. Pycsa’s counsel alleges that after the May 2002 “hand shake” agreement in Panama, Funsa began to instruct Vial as to quantity of items that needed to be purchased from Tensar. (Jan. 18, 2008 Hr’g Tr.). According to Pycsa, “the order of purchase, was made prior to the contract or the design ... because on advice of Funsa, Vial placed the order ...” (Id.). 65. The record evidence contains the following purchase orders and invoices: Vial P.O. No. Tensar Invoice No. (Date)_ Items Ordered Price (Date)_ Price 3915 Geotextile 59,023.90 105879 (6/27/02) $48,835.54 (6/7/02) 4124 Connectors $ 80,310.00 1058030 $74,760.00 (10/4/02) Table Grid (10/29/02) $ 5,550.00 1058121 (10/29/02) 4250 Geogrid $149,879.00 1059802 (1/21/03) $13,308.92 (12/10/02) 1059804 (1/21/03) $66,214.52 1059805 (1/21/03) $62,863.24 1059844 (1/23/03) $ 6,660.00 4251 Connectors 93,753.21 1059806 (1/21/03) $51,559.20 (12/10/02) Table Grid 1059845 (1/23/03) $40,850.42 1060012 (1/31/03) $ 2,208.92 4485 Connectors $464,880.00 None (4/2/03) Table Grid, Tensioned 4533 Geogrid, $226,227.00 1061542 (5/28/03) $73,401.95 (5/14/03) Tensioned 1061552 (5/28/03) $61,000.00 Type 1061575 (5/29/03) $54,300.00 1061577 (5/29/03) $16,524.30 66.It is undisputed that none of the Purchase Orders specifically requested “High Performance” connectors. The purchase orders were for “connectors”, and Tensar shipped and billed for “standard connectors,” and indicated this on the description section of the invoice. (DE 330). 67. Pycsa alleges that it relied on the advice of Funsa in placing its orders for “connectors”, specially for the orders placed before the final design had been submitted. (Jan. 18, 2008 Hr’g Tr.). According to Pycsa, Funsa told Vial “what and how” to order from Tensar. (Id.). 68. The final plans for La Palmita — the wall that failed — were signed and sealed by Funsa’s engineer on January 7, 2003, and given to Vial, by Funsa, in March 2003, after construction had commenced and after Vial had placed several orders for “connectors.” (Jan. 18, 2008 Hr’g Tr.). 69. The last purchase order for “connectors” was sent by Vial to Tensar on April 2, 2003. By that time, Vial had obtained a copy of the final design plans, which called for High Performance Connectors. The April 2, 2003 Purchase Order, however, requested “connectors” and included the unit price of standard connectors. (DE 330). H. The Design and Construction of the Bridge Abutments 70. It is undisputed that Carlos Barrera, a Funsa employee since 1994 and a licensed Panamanian engineer, designed, stamped and sealed the drawings for the bridge abutments at La Fula, Martin Luther King, and La Palmita bridges (DE 276 at p. 9); and that Pycsa provided Mr. Barrera information necessary for the designs of the bridge abutments. (DE 287 at ¶ 18). 71. The final design plans created by Mr. Barrera and submitted to the MOP call for the use of High Performance Connectors. (Jan. 18, 2008 Hr’g Tr.). 72. Mr. Barrera has testified that Funsa was ultimately chosen for the design of the abutments, but that he asked Tensar to review and comment on his calculations. (DE 276 at p. 10). Mr. Barrera viewed Tensar’s contributions as “recommendations” which he could accept or reject. (Id.). 73. Tensar’s engineers participated in design calculations and answered Barrera’s technical questions. (Parajon Depo., p. 62). 74. On May 28, 2002, Valencia, from Tensar, sent Parajon an email stating: Pm working with Carlos Barrera in the design for [North Corridor]. I have the geometry of the slopes and walls ready and he is going to check them in the field to make sure that the information we have is right. 75. On July 15, 2002, Mr. Valencia sent Mr. Parajon another email, stating: This week we should receive the final geometry for the slopes and walls of the [North Corridor]. Therefore, hopefully, we should be able to have a final design at the end of this week. (DE 292). 76. On August 17, 2002, Barrera, in Panama, sent Valencia, in Georgia, a fax message stating: “About the bridge for which you are calculating the walls, you have to take into account that the walls do not bear the bridge; the bridge stands on slope.” (DE 292). The message also included some drawings and length and height specifications for the walls. 77. On October 3, 2002, the Vial-Funsa Contract was executed. (Professional Services Contract, DE 278 at Ex. U). The work included the installation of wall faces, extension of the reinforcing grid and placement of the filtering fill. (DE 276 at p. 9). No contract was executed between Vial and Tensar, or Pycsa and Tensar, for the construction and/or installation of the walls. 78. On December 19, 2002, Mr. Barrera sent Mr. Valencia at Tensar a facsimile stating: Rodrigo, please find attached a soil study conducted at the site ... The question is whether the foundation soil will bear the weight and whether the soil can be improved. North Corridor project, for example [drawings of the project]. (DE 292). 79. On March 24, 2003, Reinaldo Vega-Meyer, an engineer in Tensar’s Latin American operations, sent Parajon an email stating, among other things: I talked several times with [Coco] Ross [from Funsa] who is in charge of taking readings and installing the last craekmeters and settlement instruments. According to her, everything is going well and by the time this report is written, she shall be done with the installation of those instruments. I will call her on Monday to see how is it going and remind her to take readings at every fill placement. I did a revision on the design of a 14.8m high Mesa wall for Carlos Barrera, this section was designed by Rodrigo [Valencia of Tensar], but due to the existing conditions the wall went higher (+ 0.8 m), so I did the revision and sent the results to Carlos Barrera by e-mail. (DE 292). 80. On April 16, 2003, Funsa sent Pycsa a fax of a certified letter from Tensar, signed by Mr. Parajon and addressed to “To Whom It May Concern”, indicating that Funsa is the exclusive distributor for all Tensar products and systems in Panama. “Moreover, we state that Eng. Carlos Barrera of Fundaciones, S.A. is qualified to conduct the fabrication and installation of Tensar Triton mattresses.” (DE 292) (emphasis added). The letter is dated April 2003. The Triton Mattress is another one of Tensar’s systems; it is not related to the Mesa Wall System. (Parajon Depo., 90-93). I. Bridge Collapse, Construction Delays and Loss of Concession 81. Vial and Funsa’s construction of the bridge abutments continued until, on December 13, 2003, the southeast wall of the La Palmita bridge abutment collapsed. (DE 276 at p. 11). 82. Following the collapse, the MOP conducted its own investigation into the matter, issued a public report, and fined Pycsa the sum of $25,000.00. (Id.). 83. On August 29, 2004, the MOP issued a letter lifting its previous stop order. (DE 278 at Ex. W). The letter stated that the suspension of the construction of Phase II was the result of a fatal accident that occurred at La Palmita, when one of its reinforced dirt walls collapsed. (Id.). The letter further stated that the work remained suspended until the flaws in the reinforced walls were corrected and the residents whose dwellings were affected due to their proximity to the walls, and who demanded to be compensated by Pycsa so as to be able to relocate their dwellings elsewhere, were satisfied. (Id.). 84. The letter went on to state that the following obstacles that had previously prevented the work from being carried out had been resolved: a. the reinforced dirt walls originally built in the existing bridges have been demolished, at the crossings known as La Palmita, La Fula, and Martin Luther King; b. new designs for the rebuilding of said works have been submitted to the MOP, to ensure that they include the required structural safety and durability so that the lives and assets of the workers and residents of the area are protected; c. Pycsa has compensated the families whose dwellings were closer to the reinforced dirt walls; d. Pycsa mitigated the effect of the flooding that were occurring on account of a defective rain drain, in the Santa Marta area; e. Pycsa and the MOP agreed to a new road line that minimizes the private condemnation area. (Id.). 85. In light of these advances, the letter concluded that Pycsa should resume construction of Phase II of the Northern Corridor as soon as possible. (Id.). 86. At the time of the abutment collapse, Pycsa had not obtained clearance to build any roadway beyond, approximately, kilometer 19. (DE 276 at p. 12). This prevented Vial from advancing the roadway any further regardless of the abutment collapse. (Id.) 87. Mr. Oscar Delgado, a Development Manager at Vial who also worked as a Development Manager for Pycsa during the subject project, has testified that prior to the collapse of the walls, “the greatest delay ... that caused the biggest impact on the job was the freeing of the easements ...” (See Delgado Depo., DE 267-2 at 18:4-10). 88. On September 28, 2004, on a letter to the MOP, Pycsa reported a number of problems associated with the right-of-way acquisition which “significantly thwarted” progress on the project. (DE 278 at Ex. X). In the letter, Pycsa stated that the various incidents were associated with the delays and were negatively affecting the entire concession. (Id.). 89. On a letter dated September 29, 2004, Pycsa wrote: “All delays in our project are chiefly due to the failure of the Government to extinguish easements, a failure that makes it impossible for the work to move forward at all and causes serious damages to our company.” (DE 278 at Ex. Y). The MOP responded that Pycsa was in breach of the Concession Agreement by failing to submit the design plans for the remainder of the Phase II work. (DE 276 at p. 13). 90. As of June 13, 2007, Pycsa and the MOP still had not finalized the right-of-way for Phase II. (Id. at p. 14). 91. Pycsa received a notice to proceed with construction of the Madden-Colon Segment of the tollway on November 16, 2001. (Id.). The concession contract required completion of this segment within forty (40) months of the Order to Proceed. (Id. at n. 24). 92. Pycsa never started construction of the Madden-Colon segment. (Id. at p. 14). According to Pycsa, it never started the construction because it would have lost money doing so. (Id.). Mr. Maxim Had-dad, a Pycsa representative, testified that Pycsa never began construction of the Madden-Colon segment because it felt that it would not be economically feasible to build the segment until Vial finished construction of the other three segments. (M. Haddad Depo, DE 264-2 at 68:7-17). In addition, Pycsa could not begin constructing the segment because the MOP had not cleared the right-of-way. (Id.). 93. Pycsa had considered reassigning the Madden-Colon segment before the abutment collapse on December 13, 2003. (DE 276 at p. 14). 94. Pycsa filed the instant action against Tensar on March 13, 2006. (Compl., DE 1) 95. Thereafter, on June 29, 2006, Pycsa reassigned the right to build the Madden-Colon segment to Odebrecht, to a Brazilian company. (Id.). According to the assignment contract and to Mr. Haddad, Pycsa did not receive any compensation for the assignment. (Id.). J. Assignment of Damages 96. On June 26, 2007, Vial assigned its “extraordinary expenses” incurred following the wall collapse to Pycsa. (Delgado Depo. at Ex. 214, DE 267). 97. The assignment states, in part, that “[t]he assignor [Vial] by means of this contract assigns irrevocably, free of charge in favor of the assignee [Pycsa], all rights with the purpose of collecting the extraordinary expenses incurred in the demolition and construction of the walls and bridges of La Palmita, La Fula and Martin Luther King and the Phase II of the Northern Corridor.” (Id.) (emphasis added). 98. Without the assignment, Pycsa cannot claim many of the sought-after damages, such as: a. salaries of persons who worked on the road construction since these persons were employed and compensated by Vial; b. damages related to equipment and vehicles owned by Vial that were utilized in the construction of the road and which allegedly sat idle during the three-years delay period; c. the escalation in price of construction materials, including concrete, diesel, base layer material and steel, purchased by Vial. (DE 276 at p. 19). 99. Pycsa’s damages expert has testified that at least as of March of 2007, Pycsa’s experts “became aware that the construction company that had incurred a lot of these costs was Constructor Vial and we said, well, you know, why aren’t they part of the claim. And what we were told at that meeting was that there was an oral understanding or agreement between the two that Constructora Vial was seeding the claim money or reimbursement to Pycsa.” (Id.). K. Procedural History 100. On March 13, 2006, Pycsa filed the instant action against Tensar for: (1) strict liability; (2) negligence; (3) negligent hiring; and, (4) negligent supervision. (See DE 1). 101. On May 3, 2006, Defendant filed a Motion to Dismiss Plaintiffs Complaint or, in the Alternative, to Strike Certain Paragraphs of Plaintiffs Complaint, and Motion for a More Definitive Statement [DE 9]. 102. In its Motion to Dismiss, Tensar argued that the strict liability and negligence claims were barred by the Economic Loss Rule, and that all counts should be dismissed for failure to join indispensable parties Multiblock and Funsa. (See Motion to Dismiss, DE 9). 103. On December 18, 2006,1 issued an Order Denying Tensar’s Motion to Dismiss [DE 75]. In that Order, I stated that the parties acknowledged that: (1) Panama did not have an Economic Loss Rule; and, (2) that Georgia’s Economic Loss Rule contained exceptions that would permit the claim to survive a Motion to Dismiss. (See Order Denying Motion to Dismiss, DE 75 at pp. 5-7). In addition, I concluded that if Florida law applied to the claims, Florida’s Economic Loss Rule would apply to Pycsa’s claims of strict liability and negligence since it was suing a manufacturer of a product for purely economic damages. Moreover, I noted that “Pycsa acknowledge[d] that it is suing a manufacturer of a product and its claims are therefore subject to the economic loss rule.” (Dec. 18, 2008 Order, DE 75 at p. 9). 104. In discussing the exceptions to Florida’s Economic Loss Rule, I concluded that Pycsa could not avail itself of the personal injury exception to Florida’s economic loss rule because it had suffered no personal injury, and it could not assert the claims of the individuals injured by the bridge collapse. (See Dec. 18, 2006 Order, at pp. 9-10). 105. As to the “other property” exception to the economic loss rule, I concluded that “[g]iven the strict standards for dismissal ... [and] based on the pleadings,” the other property exception may apply to this case. (See Dec. 18, 2006 Order, at pp. 10-11). For this reason, I denied the request to dismiss Counts I and II based on the economic loss rule. In so doing, I noted that should evidence be adduced during the discovery process that no other property was damaged, Tensar could renew its argument in a motion for summary judgment. (Id. at p. 11, n. 7). 106. In the Dec. 18, 2006 Order, I further concluded that while Multiblock and Funsa were potential joint tortfeasors, joinder in this case was merely permissive and would destroy diversity jurisdiction; therefore, I denied Tensar’s request to dismiss the complaint based on the alleged failure to join indispensable parties. (Id. at pp. 11-16). 107. Finally, I granted in part Tensar’s Motion to Strike several paragraphs of the Complaint as redundant, immaterial, impertinent and scandalous. Specifically, I concluded that paragraphs 74-80 describing Tensar’s alleged efforts to influence Panamanian Government officials and the Panamanian Government’s Investigation of the bridge collapse should be stricken as having no bearing on the claims in Pycsa’s complaint and as being potentially injurious to Tensar’s reputation. (Id. at pp. 16-17). 108. There have been no amendments to the Complaint, and the deadline to seek leave to amend the Complaint was February 13, 2007. (See Order Granting Motion for Extension of Time to File All NonDispositive Pre-Trial Motions, DE 66). 109. On October 10, 2007, Tensar filed the instant Motion for Summary Judgment [DE 260]. II. Legal Standard for Summary Judgment Rule 56(c) of the Federal Rules of Civil Procedure authorizes summary judgment when the pleadings and supporting materials show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Johnston v. IVAC Corp., 885 F.2d 1574, 1577 (Fed.Cir.1989). The court’s focus in reviewing a motion for summary judgment is “whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law.” Anderson, 477 U.S. at 252, 106 S.Ct. 2505. It has long been established that summary judgement is appropriate in a patent case where there is no genuine issue of material fact. See, e.g., id. at 1561; Barmag Barmer Maschinenfabrik AG v. Murata Machinery, Ltd., 731 F.2d 831 (Fed.Cir.1984) (summary judgment on issue of validity); Townsend Eng’g Co. v. HiTec Co., 829 F.2d 1086, 1089 (Fed.Cir.1987) (summary judgment on issue of infringement). The moving party bears the initial burden under Rule 56(c) of demonstrating the absence of a genuine issue of material fact. Avia Group Int’l, Inc. v. L.A. Gear Cal., Inc., 853 F.2d 1557, 1560 (Fed.Cir.1988). Once this burden is satisfied, the burden shifts to the party opposing the motion to go beyond the pleadings and designate “specific facts showing that there is a genuine issue for trial.” Celotex v. Catrett, 477 U.S. 317, 324, 106 S.Ct. 2548, 2553, 91 L.Ed.2d 265 (1986). Thus, a non-movant “must do more than present some evidence on an issue it asserts is disputed.” Avia Group Int’l, Inc., 853 F.2d at 1560. A factual dispute is genuine only if the evidence is such that a reasonable fact finder could return a verdict for the non-moving party. Anderson, 477 U.S. at 248, 106 S.Ct. 2505. If the Plaintiff has failed to “make a sufficient showing on an essential element of its case with respect to which it has the burden of proof, then the court must enter summary judgment for the moving party.” Burger King Corp. v. Ashland Equities, Inc., 217 F.Supp.2d 1266, 1273 (S.D.Fla.2002). In assessing whether the movant has met its burden, the court should view the evidence in the light most favorable to the party opposing the motion and should resolve all reasonable doubts about the facts in favor of the non-moving party. Avia Group Int'l, 853 F.2d at 1560. In determining whether to grant summary judgment, the court must remember that “Credibility determinations, the weighing of the evidence, and the drawing of legitimate inferences from the facts are jury functions, not those of a judge.” Anderson, 477 U.S. at 255, 106 S.Ct. 2505. III. Analysis A. Applicable Law This case is before me on diversity grounds pursuant to 28 U.S.C. § 1332; therefore, Florida’s substantive law, including its choice-of-law rules, applies. Grupo Televisa, S.A. v. Telemundo Communs. Group, Inc., 485 F.3d 1233, 1240 (11th Cir.2007); Great Am. E & S Ins. Co. v. Sadiki, 170 Fed.Appx. 632, 633-34 (11th Cir.2006) (citing Erie R.R. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1938); Keller v. Miami Herald Publ’g Co., 778 F.2d 711 (11th Cir.1985)). In its choice-of-law analysis, as a preliminary matter, the Court must characterize the legal issue and determine whether it sounds in torts, contracts or the like. Telemundo, 485 F.3d at 1240. This characterization determines the choice-of-law rule that the forum state applies to the particular legal issue. Id. In tort cases, Florida applies the “significant relationship” test delineated in § 145 of the Restatement (Second) of Conflict of Laws. Telemundo, 485 F.3d at 1240 (citing Bishop v. Fla. Specialty Paint Co., 389 So.2d 999, 1001 (Fla.1980)). The test involves consideration of several factors to find the state with the most significant contacts in relation to the occurrence and to the parties, with due regard for the policies underlying each of the competing state’s pertinent laws. Nelson v. Freightliner, LLC, 154 Fed.Appx. 98, 102-03 (11th Cir.2005); Proprietors Ins. Co. v. Valsecchi, 435 So.2d 290, 294 (Fla. 3d DCA 1983). “In tort actions involving more than one state, all substantive issues should be determined in accordance with the law of the state having the most ‘significant relationship’ to the occurrence and the parties.” Merkle v. Robinson, 737 So.2d 540, 542 (Fla.1999) (citing Bishop, 389 So.2d at 1001); Telemundo, 485 F.3d at 1240. The first step in conducting the analysis is to determine which sovereigns have an interest in applying their laws. Judge v. Am. Motors Corp., 908 F.2d 1565, 1568 (11th Cir.1990). Once the interested sovereigns have been identified, the court must consider the threshold issue of whether there is a “true conflict” among the jurisdictions with an interest in a particular issue or merely a “false conflict.” See Tune v. Philip Morris, Inc., 766 So.2d 350, 352 (Fla. 2d DCA 2000). A “false conflict” exists where the laws of the interested jurisdictions are: (1) the same; (2) different but would produce the same outcome under the facts of the case; or, (3) when the policies of one jurisdiction would be furthered by the application of its laws while the policies of the other jurisdiction would not be advanced by the application of its laws. See Tune, 766 So.2d at 352. On the other hand, a true conflict exists when “two or more states have a legitimate interest in a particular set of facts in litigation and the laws of those states differ or would produce a different result.” Walker v. Paradise Hotel, Ltd., No. 01-3564, 2003 WL 21361662, *2-3, 2003 U.S. Dist. LEXIS 25660, at *5 (S.D. Fla. April 25, 2003). If only a “false conflict” is presented in any of the counts in this case, I will apply Florida law. See Dec. 18, 2006 Order Denying Defendant’s Motion to Dismiss, DE 75; Cavic v. Grand Bahama Dev. Co., 701 F.2d 879, 882 (11th Cir.1983) (stating that “under applicable conflict-of-laws principles the law of the forum would govern the substantive issues due to the absence of facts justifying the application of the law of some other jurisdiction.”); see also, Hilton Int’l Co. v. Carrillo, 971 So.2d 1001 (Fla. 3rd 2008). A comprehensive conflict-of-law analysis is only required if the case involves a true conflict. Tune, 766 So.2d at 352. In such instances, the court conducts a two-pronged inquiry directed towards review of the factors listed in §§ 145 and 6 of the Restatement (Second) of Conflict of Laws. Proprietors Ins. Co. v. Valsecchi, 435 So.2d 290, 294 (Fla. 3d DCA 1983). While § 145(1) sets out the basic principle for tort actions, § 145(2) lists the four contacts that courts should consider in applying the choice-of-law principles of § 6. Telemundo, 485 F.3d at 1240. The four contacts to be considered are: “(a) the place where the injury occurred; (b) the place where the conduct causing the injury occurred; (c) the domicile, residence, nationality, place of incorporation and place of business of the parties; and, (d) the place where the relationship, if any, between the parties is centered.” Restated of Conflict of Laws, § 145(2); Telemundo, 485 F.3d at 1240. The Restatement advises that “[tjhese contacts are to be evaluated according to their relative importance with respect to the particular issue.” Telemundo, 485 F.3d at 1240 (citing Restated of Conflict of Laws, § 145). The four relevant contacts must then be evaluated in light of the following competing policy considerations: “(a) the needs of the interstate and international systems; (b) the relevant policies of the forum; (c) the relevant policies of other interested states and the relative interests of those states in the determination of the particular issue; (d) the protection of justified expectations; (e) the basic policies underlying the particular field of law; (f) certainty, predictability and uniformity of result; and, (g) ease in the determination and application of the law to be applied.” Id. at § 6(2); Telemundo, 485 F.3d at 1242-43. The purpose of the test is not to find the sovereign with the most contacts; rather, the analysis is done to determine which jurisdiction has the most “significant” contacts. Judge, 908 F.2d at 1569. Both the Restatement and the courts have recognized that subsections (d) and (f) play little significance in the choice-of-law analysis in tort cases. See, e.g., Medina v. Am. Airlines, Case No. 02-22133, 2005 U.S. Dist. LEXIS 18916, at *21 (S.D.Fla. July 5, 2005) (“[T]he Restatement generally gives little significance to factors (d) and (f) in tort cases.”). The Florida courts have formulated few hard-and-fast rules to guide the application of these principles. It is true, on the one hand, that “[t]he state where the injury occurred would, under most circumstances, be the decisive consideration in determining the applicable choice of law.” Bishop, 389 So.2d at 1001. But it is equally true that “the state where the injury occurred may have little actual significance for the cause of action,” and that “[ojther factors may combine to outweigh the place of injury as a controlling consideration.” Id. Confliet-of-laws questions thus cannot be resolved by reciting general pronouncements; to determine which sovereign has the “most significant relationship” to a particular issue, a court must instead examine the facts and circumstances presented in each particular case. See Stallworth v. Hospitality Rentals, Inc., 515 So.2d 413, 418 (Fla. 1st DCA 1987) (after declining to apply law of state in which injury occurred, court states that decision is “necessarily limited to the specific facts of this appeal”). Nonetheless, in Bishop, the Florida Supreme Court explained that while Florida has adopted the more flexible conflicts theory set out in the Restatement, the “place of injury” rule, under which the law of the jurisdiction in which the injury occur applies, has not been abandoned completely. Bishop, 389 So.2d at 1001. In fact, under Florida law, absent special circumstances, “[t]he state where the injury occurred would ... be the decisive consideration in determining the applicable choice of law.” Bishop, 389 So.2d at 1001. In Grupo Televisa, S.A. v. Telemundo Communs. Group, Inc., 485 F.3d 1233, 1240 (11th Cir.2007), the Eleventh Circuit discussed the importance of the place where the conduct causing injury took place. Telemundo is the Eleventh Circuit’s most recent statement of Florida’s choice-of-law rules. In Telemundo, § 145 applied because the case involved a “tort action.” 485 F.3d 1233. In analyzing choice-of-law principles, the Eleventh Circuit carefully evaluated the commentary, which it found the district court ignored, which provided that in cases involving misappropriation of trade values, the principal location of the defendant’s conduct is the single most important contact. Id. at 1240. Although this case does not involve a claim of misappropriation of trade values, the Eleventh Circuit’s emphasis on the Restatement’s commentary is significant and must be considered in the resolution of this case. In reversing the district court in Telemundo, the Eleventh Circuit focused on the commentary to § 145 which the district court had ignored. In explaining the interrelation between the place where the injury occurred and the place where the conduct causing injury took place, pertinent parts of comment 2(e) to § 145 provide: The place where injury occurred. In the case of ... injuries to tangible things, the place where the injury occurred is a contact that ... plays an important role in the selection of the state of the applicable law. This contact likewise plays an important role in the selection of the state of the applicable law in the case of other kinds of torts, provided that the injury occurred in a single, clearly ascertainable, state. This is so for the reason among others that persons who cause injury in a state should not ordinarily escape liabilities imposed by the local law of that state on account of the injury ... Situations do arise, however, where the place of injury will not play an important role ... The place where conduct occurred. When the injury occurred in a single, clearly ascertainable state and when the conduct which caused the injury also occurred there, that state will usually be the state of the applicable law with respect to most issues involving the tort. This is particularly likely to be so with respect to issues involving standards of conduct, since the state of conduct and injury will have a natural concern in the determination of such issues. Choice of the applicable law becomes more difficult ... where the defendant’s conduct and the resulting injury occurred in different states. When the injury occurred in two or more states, or when the place of injury cannot be ascertained or is fortuitous and, with respect to the particular issue, bears little relation to the occurrence and the parties, the place where the defendant’s conduct occurred will usually be given particular weight in determining the state of the applicable law ... [W]hen the primary purpose of the tort rule involved is to deter or punish misconduct, the place where the conduct occurred has peculiar significance ... In this case, it is undisputed that Panama is the place where the injury occurred. However, this is one of those cases in which at least some of the defendant’s conduct and the resulting injury occurred in different places. While the place where the conduct occurred is not the “single most important contact [as] in cases involving misappropriation of trade values”, Telemundo, 485 F.3d at 1241, this factor is nonetheless a significant one to the resolution of the choice-of-law analysis in this case. For this reason, the place where the injury occurred is not in and of itself dis-positive in the Court’s choice-of-law analysis, and this Order will discuss in detail the location of Defendant’s conduct in the context of each particular legal theory. 1. Interested Jurisdictions As a preliminary matter, I agree with the parties that Panama, Georgia, and Florida have an interest in this litigation. I will discuss each jurisdiction’s interest in turn. i. Panama Panama has a significant, if not compelling, interest in the application of its laws for several reasons. First, Pycsa, Vial and Funsa are all Panamanian corporations. Second, it is undisputed that Pycsa’s alleged injury occurred in Panama as a result of the collapse of the La Palmita bridge abutment. Third, for counts I and II, the alleged conduct causing the injury is the design and manufacturing of the retaining walls and its component parts, as well as the shipping of the wrong component parts. It is undisputed that at least some of the design drawings and calculations for the retaining walls were prepared in Panama, and that the final design drawings and calculations were sealed and signed by Funsa’s engineer in Panama. Further, a Panamanian company, Multiblock, S.A., manufactured the subject modular retaining wall blocks in Panama which Pycsa alleges caused, in part, the collapse of the bridge. Moreover, Vial selected and supplied the backfill material, which is the reinforcing medium that engages the grid to support the structure, in Panama. Similarly, the conduct causing the injury alleged in Counts III and IV is Funsa’s failure: (1) to ensure that the proper materials were shipped by Tensar, (2) to ensure that the block mold matched the plans; (3) to properly backfill the retaining wall; (4) to maintain the integrity of the blocks; (5) to install the blocks without excessive shimming; and, (6) to account for proper drainage. (See Compl. ¶¶ 95, 104). All of these alleged acts occurred in Panama; as did the engineer’s failure to ensure that the bridges were built in accordance with the plans. Fourth, the relationship between the parties was partly centered in Panama. Specifically, Tensar’s employee, Mr. Parajon, met with Vial engineers in Panama to finalize the terms of the sale of Tensar products. Vial ordered several Tensar component parts from Panama and, ultimately, Tensar shipped these component parts to Vial in Panama. Finally, in addition to the Restatement factors, three Panamanian children were fatally injured as a result of the bridge collapse, and Panama has an interest in protecting the lives of its citizens. For these reasons, Panama has a significant interest in the application of its laws. In sum, the contacts with Panama include the following: 1. The collapse of the bridge — and Pycsa’s alleged injuries — occurred in Panama; 2. The tollway project, including the subject bridge abutments, was being built in Panama; 3. Pycsa bid for the concession of the tollway project in Panama; 4. Pycsa received the concession of the tollway project from the Panamanian government; 5. Pycsa is incorporated and has its principal place of business in Panama; 6. Vial is incorporated and has its principal place of business in Panama; 7. Funsa is incorporated and has its principal place of business in Panama; 8. The Pycsa/Vial Construction Contract was executed in Panama, and governed by the laws of Panama; 9. The Vial/Funsa Construction Contract was executed in Panama, and is governed by the laws of Panama; 10. The Pycsa/MOP Agreement was executed in Panama, and is governed by the laws of Panama; 11. The final design for the bridge abutments was signed and sealed by Carlos Barrera, in Panama, and submitted to the Panamanian Government; 12. Carlos Barrera, the engineer responsible for the construction of the bridges, is licensed in Panama by the Panamanian government; 13. Two of the four components of the retaining wall were manufactured or found in Panama: the “blocks” were manufactured in Panama by Multiblock, a Panamanian Company; the soil came from Panama; 14. The overall design of the tollway project was done in Panama, by Ingenieros Geotecnicos, a Panamanian Company; 15. Vial bid for the bridge abutments section of the project in Panama; 16. Funsa engaged in preliminary negotiations with Vial for the sale of the Tensar geogrid and connectors in Panama. 17. Tensar representatives met with Vial representatives in Panama to finalize the terms of the sale of Tensar geogrids and connectors; 18. Vial ordered the component parts from Tensar from Panama; 19. Vial received the component parts from Tensar in Panama; 20. Vial sent its payment to Tensar from Panama; 21. Carlos Barrera’s alleged failure to check that the component parts shipped by Tensar conformed to what the sealed plans called for occurred in Panama; 22. Following initial reports of a crack in the walls, Pycsa asked Funsa for reassurances, and received the same from Funsa, in Panama; 23. Tensar visited the construction site in Panama on at least one occasion; 24. Three Panamanian children died in the collapse of the bridge; 25. The assignment of damages from Vial to Pycsa was executed in Panama, and is governed by the laws of Panama; 26. Funsa’s alleged failures to ensure that (1) the block mold matched the design plans; (2) the integrity of the blocks was properly maintained; (3) the blocks were installed without excessive shimming; and, (5) there was proper drainage, occurred, if at all, in Panama; 27. Tensar’s alleged failure to supervise Funsa, if such a duty existed, occurred in Panama; 28. Funsa’s failure to inspect the goods shipped by Tensar occurred in Panama. ii.Georgia Georgia also has an interest in this litigation. First, Tensar is incorporated, has its principal place of business, and conducts business throughout Georgia. Second, the geogrid — one of the four components of the subject retaining walls — was designed and manufactured in Georgia. Moreover, Tensar shipped its products, including the geogrids and connectors, to Vial from Georgia, prepared and mailed its invoices from Georgia, and received payment from Vial in Georgia. Thus, the relationship between Vial and Tensar was ce